Amendment No. 1 To Foundation Health Systems Supplemental Exec. Retirement Plan

Exhibit 10.4


AMENDMENT NUMBER ONE

TO THE

FOUNDATION HEALTH SYSTEMS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Foundation Health Systems, Inc. Supplemental Executive Retirement Plan (the " Plan" ) is amended, effective as of August 1, 2004, except as otherwise provided, as follows:


1. Effective as of November 3, 2000, the name of the Plan is changed to the " Health Net, Inc. Supplemental Executive Retirement Plan" .

2. The following new Section 2.16 is inserted immediately after Section 2.15 and the remaining Sections of Article II are appropriately numbered.


2.16 75% Joint and Survivor Annuity . " 75% Joint and Survivor Annuity" means an annuity which (a) provides a specified level monthly benefit during the life of the Participant and (b) following the death of the Participant provides a level monthly benefit to, and during the remaining life of, such Participant' s surviving Spouse (if any) equal to 75% of the monthly benefit provided to such Participant.


3. Sections 2.15 and 2.17 (as renumbered) are amended to capitalize the word " spouse" appearing therein.


4. Section 2.23 (as renumbered) is amended to read as follows:


" Normal Benefit Date" means, with respect to any Participant, the date on which the Participant attains (or is expected to attain) age 62.


5. Section 2.27 (as renumbered) is amended to read as follows:

" Payment Commencement Date" means, with respect to any Participant, the first day of the month next following the month in which the Participant' s Normal Benefit Date occurs.


6. Section 2.28 (as renumbered) is amended to read as follows:


" Plan" means this Health Net, Inc. Supplemental Executive Retirement Plan, which was originally adopted as the Health Systems International, Inc. Supplemental Executive Retirement Plan, as of April 1, 1997, as it may be amended from time to time.


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